The acquisition
is pursuant to a cash tender offer and
second-step merger, and its total value—including Amylin's net debt and a
contractual payment obligation to Eli Lilly & Co.—could be about $7
billion.

The acquisition is part of an ongoing diabetes alliance
between BMS and AstraZeneca that will now
will develop and commercialize
Amylin's portfolio of products, which primarily consists of a franchise of
GLP-1 agonists for the treatment of type 2
diabetes. That franchise is anchored
by two such treatments: Byetta (exenatide) injection and Bydureon (exenatide
extended-release for injectable
suspension/exenatide 2 mg powder and solvent
for prolonged release suspension for injection), both of which are approved for
use in the United States
and Europe.

"Our view is that to date, the GLP-1 class has been
predominately prescribed by
endocrinologists in the United States," says
Jennifer Fron Mauer, director of BMS business communications. "However, we
believe that there are many
patients not treated by endocrinologists who could
benefit from these medicines."

Other assets
included in the acquisition are Metreleptin, a
leptin analog currently under review by the U.S. Food and Drug Administration
(FDA) for the treatment of diabetes and/or hypertriglyceridemia in patients
with rare forms of
inherited or acquired lipodystrophy; Symlin (pramlintide
acetate) injection, an amylin analog approved by the FDA for the treatment of
types 1 and 2
diabetes patients with inadequate glycemic control on meal-time
insulin; and a state-of-the-art sterile production facility in Ohio.

These
assets are a good complement to BMS' portfolio of Onglyza,
Kombiglyze and Forxiga, the diabetes drugs that BMS and AstraZeneca have been
working on,
says Mauer.

"By leveraging the existing AZ/BMS diabetes sales force, our
capabilities in
access/affordability and our marketing experience, we expect
that we will be able to significantly broaden the prescriber base and drive
increased
adoption of Amylin's GLP-1 franchise," she adds. "We also believe
that Amylin's U.S. endocrinology capability has the potential to enhance the
promotion of our Onglyza franchise business."

Following completion of the acquisition, AstraZeneca
will
make a $3.4-billion cash payment to Amylin as a wholly owned subsidiary of BMS.
All of Amylin's physical assets will be owned by BMS, and
AstraZeneca will be
entitled to 50 percent of the profits and losses arising from Amylin's
business, as well as ownership of certain Amylin assets.
Profits and losses
arising from the collaboration will be shared equally. In addition, AstraZeneca
has the option to establish equal governance rights
over key strategic and
financial decisions regarding the collaboration upon an additional $135-million
payment to BMS.

"This is a compelling proposition that will have an
immediate positive impact on revenues and is fully in line with our
stated
partnering strategy to enhance top-line growth and strengthen our late stage
pipeline," said Simon Lowth, AstraZeneca's interim CEO, in a
statement. "The
broadening of our diabetes collaboration with Bristol-Myers Squibb is another
important step towards creating a leadership position in
the treatment of a
disease with growing unmet medical need that is reaching epidemic proportions
in many areas of the world. The combined development,
regulatory and commercial
strengths of the AstraZeneca and Bristol Myers-Squibb alliance for diabetes
provides an excellent platform to unlock the
potential of Amylin's
differentiated treatments for the benefit of patients worldwide and for our
shareholders."

The boards of directors of BMS and Amylin have unanimously
approved the acquisition. At press time, Amylin's board had
unanimously
recommended that Amylin's stockholders tender their shares into the tender
offer. The deal was expected to close by the end of July.

BMS will finance the acquisition from its existing cash
resources and credit facilities. The
pharma said it expected the transactions
to be dilutive to non-GAAP earnings per share (EPS) in 2012 and 2013 by
approximately 3 cents, becoming
slightly accretive starting in 2014 and
followed by meaningful accretion in the later part of the decade.

As we went to press, no decisions had been made about how
Amylin's San Diego headquarters will be incorporated into New
York-based BMS or
how the acquisition will affect Amylin's employees.

"After the close of the
acquisition, we plan to work closely
with Amylin's leaders to gain a thorough understanding of the portfolio,
facilities and employees, and quickly
make decisions. Our goal is to ensure the
rapid integration of assets into our operations," says Mauer.

As to whether BMS is eyeing other potential collaborations
or add-ons in the area of diabetes, Mauer notes, "As part of our capital
allocation strategy, business development is a priority for Bristol-Myers
Squibb. We continue to look for opportunities that can deliver long-term
growth. We focus on transactions that are strategically, scientifically and
economically sound."

Amylin declined to comment on the acquisition.

BMS in clinical trial
partnership with Emory U

ATLANTA—Bristol-Myers Squibb Co. (BMS) also recently
announced that it has formed a "strategic
partnership" with Emory University to
conduct
clinical trials involving BMS' investigational compounds.

Investigators from Emory and affiliated
institutions will
conduct Phase II, Phase III and pediatric clinical trials in the metropolitan
Atlanta area to support the ongoing development of
investigational medicines
from across BMS' portfolio, particularly in oncology, metabolics, hepatitis C
and immunoscience.

According to the partners, their agreement builds on recent
experiences between the two organizations in conducting
clinical trials in
organ transplantation and cancer. Initially, researchers from Emory's Winship Cancer
Institute will work with BMS scientists on multiple clinical trial programs in
oncology.

"Through this partnership, we are working to provide a
framework to improve
clinical trials efficiency and to enhance the development
of academic and industry collaborations that solve health care problems," said
Dr. David S.
Stephens, vice president of research in Emory's Woodruff Health
Sciences Center and principal investigator of the Atlanta
Clinical and
Translational Science Institute (ACTSI). "Emory's successful partnership with
Bristol-Myers Squibb in developing drugs for organ
transplantation is an
excellent example of the benefits of these kinds of collaborations."